Anthony Hopkins as Corky Withers/Fats (voice)

Ann-Margret as Peggy Ann Snow

Burgess Meredith as Ben Greene

Ed Lauter as Duke

E.J. André as Merlin

Jerry Houser as Cab Driver

David Ogden Stiers as George Todson

Lillian Randolph as Sadie

Joe Lowry as Club M.C.

Robert Hackman as Father

Mary Munday as Mother

Beverly Sanders as Laughing Lady

I.W. Klein as Maitre D'

Steve Hart as Captain

Patrick McCullough as Doorman

Scott Garrett as Corky's Brother

Brad Beesley as Young Corky

Michael J. Harte as Minister

Robert Cole as Pool Player (uncredited)

Valerie Hall as Woman in Line Outside of Nightclub (uncredited)

Norman Palmer as Audience Member (uncredited)